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EXHIBIT 10.23
WAIVER AGREEMENT
This Waiver Agreement (the "Agreement") is entered into as of January
27, 1998 by and among Booth Creek Ski Holdings, Inc., a Delaware corporation
(together with its successors and assigns, "BCS Holdings"), Booth Creek Ski
Acquisition Corp., a Delaware corporation (together with its successors and
assigns, "BCS Acquisition"), Trimont Land Company, a California corporation
(together with its successors and assigns, "Northstar-at-Tahoe"),
Sierra-at-Tahoe, Inc., a Delaware corporation (together with its successors and
assigns, "Sierra-at-Tahoe"), Bear Mountain, Inc., a Delaware corporation
(together with its successors and assigns, "Bear Mountain"), Waterville Valley
Ski Resort, Inc., a Delaware corporation (together with its successors and
assigns, "Waterville"), Mount Cranmore Ski Resort, Inc., a Delaware corporation
(together with its successors and assigns, "Cranmore"), Ski Lifts, Inc., a
Washington corporation (together with its successors and assigns, "Ski Lifts"),
Grand Targhee Incorporated, a Delaware corporation (together with its
successors and assigns, "Grand Targhee," and together with BCS Holdings, BCS
Acquisition, Northstar-at-Tahoe, Sierra-at-Tahoe, Bear Mountain, Waterville,
Cranmore and Ski Lifts, the "Borrowers," and each a "Borrower"), and
BankBoston, N.A. (f/k/a The First National Bank of Boston), a national banking
association, as a lender (the "Lender") and as agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrowers, the Lender and the Agent are parties to that
certain Credit Agreement dated as of December 3, 1996, as amended and restated
as of March 18, 1997, as further amended as of June 15, 1997, July 30, 1997 and
October 27, 1997 and in effect on the date hereof (the "Credit Agreement")
among the Borrowers, the Lender and the Agent;
WHEREAS, the Borrowers have requested the Lender and the Agent to waive
Defaults and Events of Default with respect to the Credit Agreement in
connection with certain capital expenditures made by the Borrowers during their
respective fiscal years ended October 31, 1997 and the failure of the Borrowers
to give notice thereof to the Agent.
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to such terms in the Credit
Agreement.
2. Waiver. The Lender and the Agent hereby waive any Default or Event of
Default arising out of any violations of Sections 7.4.5 and 7.11 of the Credit
Agreement which are attributable to (i) capital expenditures made by the
Borrowers during their respective fiscal years ended October 31, 1997 in excess
of the aggregate amount permitted under Section 7.11 of the Credit Agreement
and (ii) the failure of the Borrowers to give notice thereof to the Agent in
the manner described in Section 7.4.5 of the Credit Agreement.
3. Representation and Warranties, etc. The Borrowers hereby represent and
warrant to the Agent that after giving effect to the terms of this Agreement
(i) all of the representations and warranties contained in the Credit Agreement
are true and correct as of the date hereof, (ii) no Default or Event of Default
exists or is continuing and (iii) the Borrowers have performed all the
agreements on their part to be performed prior to the date hereof as set forth
in the Credit Agreement. The Borrowers further represent to the Agent that the
aggregate capital expenditures of the Borrowers during their respective fiscal
years ended October 31, 1997 did not exceed $12.0 million.
4. Effectiveness of Waiver. This Agreement is not conditioned upon the
approval of any amendment to the Credit Agreement or the grant of any other
waiver by the Lender or the Agent. This Agreement shall be deemed effective as
of October 31, 1997.
5. Effect on the Credit Agreement. Except as provided hereinabove, all of
the terms, conditions and covenants of the Credit Agreement and all other
Credit Documents shall remain unaltered and in full force and effect and shall
continue to be binding upon the Borrowers in all respects and are hereby
ratified and confirmed.
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6. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
(signature page follows)
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IN WITNESS WHEREOF, the Borrowers, the Lender and the Agent have executed
this Agreement as of the date first above written.
BOOTH CREEK SKI HOLDINGS, INC.
BOOTH CREEK SKI ACQUISITION CORP.
TRIMONT LAND COMPANY
SIERRA-AT-TAHOE, INC.
BEAR MOUNTAIN, INC.
WATERVILLE VALLEY SKI RESORT, INC.
MOUNT CRANMORE SKI RESORT, INC.
SKI LIFTS, INC.
GRAND TARGHEE INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
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Title:
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Lender
BANKBOSTON, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
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Title:
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Agent
BANKBOSTON, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
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Title:
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